1. We have audited the accompanying standalone financial
statements of GMR Power and Urban Infra Limited ('the
Company'), which comprise the Standalone Balance Sheet
as at 31 March 2025, the Standalone Statement of Profit
and Loss (including Other Comprehensive Income), the
Standalone Statement of Cash Flow and the Standalone
Statement of Changes in Equity for the year then ended,
and notes to the standalone financial statements, including
material accounting policy information and other
explanatory information.

2. In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013 ('the Act') in the
manner so required and give a true and fair view in
conformity with the Indian Accounting Standards ('Ind AS')
specified under section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015 and
other accounting principles generally accepted in India, of
the state of affairs of the Company as at 31 March 2025,
and its profit (including other comprehensive income), its
cash flows and the changes in equity for the year ended on
that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards
on Auditing specified under section 143(10) of the Act. Our
responsibilities under those standards are further described
in the Auditor's Responsibilities for the Audit of the
Standalone Financial Statements section of our report. We
are independent of the Company in accordance with the
Code of Ethics issued by the Institute of Chartered
Accountants of India ('ICAI') together with the ethical
requirements that are relevant to our audit of the standalone
financial statements under the provisions of the Act and the
rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and
the Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis
for our opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
standalone financial statements of the current period. These
matters were addressed in the context of our audit of the
standalone financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate
opinion on these matters.

5. We have determined the matters described below to be the key audit matters to be communicated in our report.

Information other than the Standalone Financial Statements
and Auditor's Report thereon

6. The Company's Board of Directors are responsible for the
other information. The other information comprises the
information included in the Annual Report, but does not
include the standalone financial statements and our auditor's
report thereon. The Annual Report is expected to be made
available to us after the date of this auditor's report.

Our opinion on the standalone financial statements does
not cover the other information and we will not express any
form of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
identified above when it becomes available and, in doing
so, consider whether the other information is materially
inconsistent with the standalone financial statements or our

knowledge obtained in the audit or otherwise appears to
be materially misstated.

When we read the Annual Report, if we conclude that there
is a material misstatement therein, we are required to
communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with

Governance for the Standalone Financial Statements

7. The accompanying standalone financial statements have
been approved by the Company's Board of Directors. The
Company's Board of Directors are responsible for the matters
stated in section 134(5) of the Act with respect to the
preparation and presentation of these standalone financial
statements that give a true and fair view of the financial
position, financial performance including other
comprehensive income, changes in equity and cash flows
of the Company in accordance with the Ind AS specified

under section 133 of the Act and other accounting principles
generally accepted in India. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets
of the Company and for preventing and detecting frauds
and other irregularities; selection and application of
appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

8. In preparing the standalone financial statements, the Board
of Directors is responsible for assessing the Company's ability
to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the Board of Directors
either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

9. The Board of Directors is also responsible for overseeing
the Company's financial reporting process.

Auditor's Responsibilities for the audit of the Standalone

Financial Statements

10. Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole are
free from material misstatement, whether due to fraud or
error, and to issue an auditor's report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with Standards on Auditing will always detect a material
misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis
of these standalone financial statements.

11. As part of an audit in accordance with Standards on Auditing,
specified under section 143(10) of the Act we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the standalone financial statements, whether due to
fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or
the override of internal control;

• Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section
143(3)(i) of the Act we are also responsible for
expressing our opinion on whether the Company has
adequate internal financial controls with reference to

financial statements in place and the operating
effectiveness of such controls;

• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management;

• Conclude on the appropriateness of Board of Directors'
use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that
may cast significant doubt on the Company's ability to
continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw
attention in our auditor's report to the related
disclosures in the standalone financial statements or, if
such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence
obtained up to the date of our auditor's report.
However, future events or conditions may cause the
Company to cease to continue as a going concern; and

• Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.

12. We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.

13. We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.

14. From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial
statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor's
report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances,
we determine that a matter should not be communicated in
our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public
interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

15. As required by section 197(16) of the Act, based on our
audit, we report that the Company has paid remuneration
to its directors during the year in accordance with the
provisions of and limits laid down under section 197 read
with Schedule V to the Act.

16. As required by the Companies (Auditor's Report) Order, 2020
('the Order') issued by the Central Government of India in
terms of section 143(11) of the Act we give in the Annexure
I, a statement on the matters specified in paragraphs 3 and
4 of the Order, to the extent applicable.

17. Further to our comments in Annexure I, as required by

section 143(3) of the Act based on our audit, we report, to

the extent applicable, that:

a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit of
the accompanying standalone financial statements;

b) Except for the matters stated in paragraph 17 (i)(vi)
below on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 (as amended), in our
opinion, proper books of account as required by law
have been kept by the Company so far as it appears
from our examination of those books;

c) The standalone financial statements dealt with by this
report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial
statements comply with Ind AS specified under section
133 of the Act;

e) The matters described in paragraph 2(a) under the key
audit matters section in paragraph 5 above, in our
opinion, may have an adverse effect on the functioning
of the Company;

f) On the basis of the written representations received
from the directors and taken on record by the Board of
Directors, none of the directors is disqualified as on 31
March 2025 from being appointed as a director in terms
of section 164(2) of the Act;

g) The modification relating to the maintenance of
accounts and other matters connected therewith are
as stated in paragraph 17(b) above on reporting under
section 143(3)(b) of the Act and paragraph 17(i)(vi)
below on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 (as amended);

h) With respect to the adequacy of the internal financial
controls with reference to financial statements of the
Company as on 31 March 2025 and the operating
effectiveness of such controls, refer to our separate
report in Annexure II wherein we have expressed an
unmodified opinion; and

i) With respect to the other matters to be included in the
Auditor's Report in accordance with rule 11 of the
Companies (Audit and Auditors) Rules, 2014 (as
amended), in our opinion and to the best of our
information and according to the explanations given
to us:

i. The Company, as detailed in note 34(II) to the
standalone financial statements, has disclosed the
impact of pending litigations on its financial
position as at 31 March 2025;

ii. The Company, as detailed in note 33(h) to the
standalone financial statements, has made
provision as at 31 March 2025, as required under
the applicable law or accounting standards, for
material foreseeable losses, if any, on long-term
contracts including derivative contracts;

iii. There were no amounts which were required to
be transferred to the Investor Education and
Protection Fund by the Company during the year
ended 31 March 2025;

iv. a. The management has represented that, to the

best of its knowledge and belief, other than
as disclosed in note 50(iv) to the standalone
financial statements, no funds have been
advanced or loaned or invested (either from
borrowed funds or securities premium or any
other sources or kind of funds) by the
Company to or in any persons or entities,
including foreign entities ('the
intermediaries'), with the understanding,
whether recorded in writing or otherwise, that
the intermediary shall, whether, directly or
indirectly lend or invest in other persons or
entities identified in any manner whatsoever
by or on behalf of the Company ('the Ultimate
Beneficiaries') or provide any guarantee,
security or the like on behalf the Ultimate
Beneficiaries;

b. The management has represented that, to the
best of its knowledge and belief, as disclosed
in note 50(v) to the standalone financial
statements, no funds have been received by
the Company from any persons or entities,
including foreign entities ('the Funding
Parties'), with the understanding, whether
recorded in writing or otherwise, that the
Company shall, whether directly or indirectly,
lend or invest in other persons or entities
identified in any manner whatsoever by or on
behalf of the Funding Party ('Ultimate
Beneficiaries') or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries; and

c. Based on such audit procedures performed
as considered reasonable and appropriate in
the circumstances, nothing has come to our
notice that has caused us to believe that the
management representations under sub¬
clauses (a) and (b) above contain any material
misstatement.

v. The Company has not declared or paid any
dividend during the year ended 31 March 2025;
and

vi. As stated in note 45 to the standalone financial
statements and based on our examination which
included test checks, the Company, in respect of
financial year commencing on 1 April 2024, has
used an accounting software for maintaining its
books of account which has a feature of recording
audit trail (edit log) facility and the same has been
operated throughout the year for all relevant
transactions recorded in the software, except that
audit trail feature was not enabled at the database

level upto 24 May 2024. Further, during the course of our audit we did not come across any instance of audit trail
feature being tampered with in respect of the accounting software where such feature is enabled and logs maintained.
The audit trail feature has been preserved by the Company as per the statutory requirements for record retention
from the date the audit trail was enabled for the accounting software.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm's Registration No.: 001076N/N500013

Anamitra Das

Partner

Place: New Delhi Membership No.: 062191

Date: 19 May 2025 UDIN: 25062191BMMMJP2790